Religare's chair sold stock ahead of the Burman offer — SEBI clawed back ₹1.99 crore

Rashmi Saluja was executive chairperson of Religare Enterprises (REL) when the Burman family, the Dabur founders, began building a stake in the financial-services group and prepared an open offer for a 26% stake at ₹235 a share. The SEBI order sets the unpublished-price-sensitive window at September 8–25, 2023. On September 20, Saluja met Dabur chairman emeritus A. C. Burman and Burman Group portfolio manager Arjun Lamba at The Oberoi in Delhi; per Burman's affidavit and Lamba's statements to investigators, the meeting's purpose was to tell her the offer would be announced on September 25.

On September 21 and 22, Saluja sold 12.93 lakh REL shares for about ₹34.7 crore. REL fell after the offer went public on September 25, and SEBI computed her avoided loss at ₹1.99 crore. The Burman investment firms' complaint in November 2023 opened the investigation — the same family she had met. Her defence was that she learned of the offer only when the public did, that the trades were pre-cleared by REL's compliance officer, and that she was selling to fund an ESOP exercise at Care Health Insurance.

In an 87-page final order on May 13, 2026, SEBI Whole Time Member Kamlesh Chandra Varshney rejected all three arguments: WhatsApp messages, call data records and sworn statements showed she knew the acquisition plan; trading rules apply irrespective of internal approvals; and the ESOP rationale did not remove the UPSI taint. He directed disgorgement of the avoided loss with 12% annual interest into the Investor Protection and Education Fund within 45 days, plus a ₹40 lakh penalty.

₹1.99 crore disgorged with 12% interest plus a ₹40 lakh penalty; the board she led had already voted her out in February 2025

The dinner was the trap: she wanted a seat in the room, and having the seat is exactly what made her an insider when the offer went public.

She treated compliance pre-clearance as permission; SEBI held that clearance is void the moment the person possesses UPSI.

She was fighting the Burmans through courts and regulators while taking their meeting — a conflict no governance narrative could survive.

The sale pattern was loud: ₹34.7 crore across two days, immediately after the meeting, in her own group's stock.

Compliance pre-clearance is not a defence once you hold UPSI. In a takeover fight the chairperson is the most exposed insider in the building — and dinner with the acquirer makes it official.

The control battle ended first: in February 2025 shareholders rejected Saluja's reappointment and she left the Religare board, with the new Burman-controlled board moving to remove her from subsidiary boards as well. The SEBI order closed the trading angle in May 2026 — disgorgement with interest, the ₹40 lakh penalty, and a finding of insider trading on the preponderance of probabilities. Saluja maintained she acted without UPSI and argued the complaint was retaliation in the takeover war; the Whole Time Member dismissed the defence on the evidence.